• Boardwalktech's Board schedules a January 2027 Special Meeting to avoid AGM and force higher voting thresholds which is oppressive to all shareholders.

• ZenaTech submits formal complaint to British Columbia Securities Commission and TSX Venture Exchange requesting regulatory intervention.

• In the event the Company fails to voluntarily comply with its statutory duties or regulators decline to intervene, ZenaTech proposes to petition the Supreme Court of British Columbia for an order compelling an immediate AGM and granting interim relief.

• Boardwalktech's Board lacks basic independence, with executives serving on Audit and Compensation Committees while receiving substantial salaries, despite material financial concerns at the company.

• Governance failures, securities law non-compliance, and repeated dilutive financings that are too small to build scale while management continues to draw hefty pay.

• It is time to restore independence, governance, and capital discipline to Boardwalktech.

Vancouver, British Columbia--(Newsfile Corp. - October 20, 2026) - ZenaTech, Inc. (NASDAQ: ZENA) (FSE: 49Q) (BMV: ZENA) ("ZenaTech"), a technology solution provider specializing in AI (Artificial Intelligence) drone, Drone as a Service (DaaS), enterprise SaaS, and Quantum Computing solutions, and the largest shareholder of Boardwalktech Software Corp. (TSXV: BWLK) (the "Company"), issued an open letter to the shareholders of the Company and announced that it has formally requested regulatory intervention from the British Columbia Securities Commission ("BCSC") and the TSX Venture Exchange ("TSXV").

OPEN LETTER TO SHAREHOLDERS OF BOARDWALKTECH SOFTWARE CORP.

Dear Fellow Shareholders,

ZenaTech is the largest shareholder of Boardwalktech, holding 19.72% (25,779,437 Shares) of the Company's outstanding common shares. We invested in the Company because we believe in its underlying technology and long-term potential. However, the current incumbent Board of Directors continues to act in a manner that entrenches insiders, disregards basic corporate governance, and directly undermines shareholder value.

On October 1, 2026, ZenaTech delivered a requisition to the Company to call a special meeting of shareholders (the "Special Meeting") to, among other things, remove the incumbent directors of the Company and replace them with the nominees of ZenaTech (the "Requisition"). In that regard, ZenaTech filed and disseminated a press release on October 1, 2026 explaining the reasons for the proposed change of directors.

On October 16, 2026, the Company issued a news release announcing that a Special Meeting has been requisitioned by ZenaTech and will be held on January 22, 2027, notwithstanding that the Company has not as yet called an annual general meeting ("AGM") of its shareholders for 2026. Pursuant to Section 182(1)(b) of the Business Corporations Act (British Columbia) ("BCBCA") and paragraph 10.1 of the Articles of the Company, the Company must hold an AGM at least once in each calendar year and not more than 15 months after the annual reference date for the preceding calendar year. From a review of the public disclosure record of the Company, it appears that it last held an AGM on November 24, 2025. As such, unless an AGM is scheduled on or before December 31, 2026, the Company has failed to comply with the requirements of the BCBCA and its Articles.

A number of concerns arise as a result of the Company's actions (or lack thereof), including that:

1. avoiding an AGM to require shareholders to pass a special resolution to remove directors is oppressive to every shareholder of the Company;

2. the fundamental right of shareholders of the Company to elect directors at least once per year at a duly called AGM pursuant to the BCBCA is noticeably violated;

3. the Board of Directors of the Company is willing to so obviously violate the statutory rights of shareholders to protect their own financial interests; in fact, there is an apparent lack of oversight and compliance with corporate governance principles at the Company:

   1. the Company does not have an independent board of directors or even a partially independent board and, in fact, only one of the four directors of the Company is independent and he was appointed in 2024, prior to which it would appear there were no independent directors;

   2. the Governance and Compensation Committee includes the CEO and CFO, who are responsible for determining salaries of management and the CEO, CFO and CTO of the Company are each paid well over $200,000 per year, while the Company struggles financially;

   3. the Audit Committee is comprised of the CEO, the CFO and one independent director notwithstanding that NI 52-110 of the Canadian Securities Commissions requires that a majority of the members of a venture issuer's audit committee must not be executive officers; and

   4. the Company closes small financings to stay afloat and, in fact, over the last 18 months, the Company has closed seven financings across five private placements raising small amounts of capital that does not go far in operating the Company, let alone building its business, but management (who are directors) continue to be paid large salaries. Five quarterly covenant tests under the Celtic Bank facility have failed. The auditors have flagged a material uncertainty over going concern, and the full US$2,505,753 has been reclassified as a current obligation maturing March 2027; which is debt that comes due before any shareholder sees a return on this business.

The Company's failure to call an AGM for 2026 is not only oppressive to ZenaTech's rights as a 19.72% shareholder, but directly impairs the fundamental statutory rights of all shareholders of the Company. By scheduling a Special Meeting in late January 2027 while withholding a 2026 AGM, the incumbent Board is attempting to insulate itself by forcing shareholders to meet a higher voting threshold to affect board composition, while improperly extending their own mandates past statutory limits. This deliberate evasion of corporate governance standards undermines market integrity and public confidence in listed issuers.

Given the severe conflicts of interest, lack of board independence, and non-compliance with NI 52-110 described in paragraph (c) above, regulatory intervention is urgently required to protect shareholder rights and maintain fair and efficient capital markets. Accordingly, ZenaTech has requested that the BCSC and the TSXV exercise their public interest mandate to:

1. direct the Company to convene an Annual General Meeting on or before December 31, 2026, in compliance with Section 182(1)(b) of the BCBCA and Exchange policies;

2. order that the business requisitioned by ZenaTech for the Special Meeting be conducted at such AGM under standard ordinary resolution applicable to annual director elections, such that director terms end at the Special Meeting and directors are elected by a simple majority of votes; and

3. issue a cease-trade order or restrain the Company from conducting any extraordinary corporate transactions (including equity issuances, asset dispositions, intellectual property licensing or debt financings) until a properly constituted AGM is held and a new Board is elected.

ZenaTech, Inc.

Meeting Materials and Solicitation of Proxies

ZenaTech has delivered a requisition for a shareholder meeting to the Company setting forth the matters to be considered by shareholders at the meeting and will file its own dissident information circular to solicit proxies once a meeting is set. The dissident circular will set forth contact information for shareholders to contact the Company with questions.

Information in Support of Public Broadcast Solicitation

This news release is issued pursuant to the public broadcast exemption under Section 9.2(4) of NI 51-102.

ZenaTech delivered a requisition to the Company on October 1^st, 2026, for a general meeting of shareholders (the "Meeting") of the Company, pursuant to which it has submitted certain actions to be transacted at the Meeting, including the nomination of a slate of nominees of ZenaTech proposed to be elected as directors of the Company. When the Company sets a date for an annual meeting, ZenaTech plans to deliver a notice to the Company pursuant to the Advance Notice Provisions of the Company's Articles in connection with a change of directors.

Proxy solicitations by or on behalf of the Nominating Shareholder in connection with the Meeting will be made pursuant to a dissident information circular, by way of public broadcast, including through press releases, speeches or publications, or in any other manner permitted under Canadian corporate and securities laws. Shareholders of the Company are not being asked at this time to execute a proxy in favor of any matter. ZenaTech plans to file and deliver a dissident information circular with proxy forms in due course to solicit proxies in connection with the Meeting in compliance with applicable securities laws.

Proxies may be revoked by instrument in writing executed by a shareholder or by his or her attorney authorized in writing or, if the shareholder is a body corporate, by an officer or attorney thereof duly authorized or by any other manner permitted by law and delivered to the registered office of the Company at any time up to and including the last business day preceding the day of the Meeting or any adjournment(s) or postponement(s) thereof, provided, at the Meeting, to the chair of the Meeting, or in any other manner permitted by the Articles of the Company or applicable law.

The information contained herein, and any solicitation made by ZenaTech in advance of the Meeting, is or will be, as applicable, made by ZenaTech and not by or on behalf of the management of the Company. All costs incurred for any solicitation will be borne directly by ZenaTech.

Notwithstanding the foregoing, and to the extent legally permissible, ZenaTech will seek customary reimbursement from the Company for the expenses it incurs in connection with this solicitation, including proxy solicitation expenses and legal fees, in connection with a successful reconstitution of the Company's board.

Neither ZenaTech or the ZenaTech Nominees, nor any of their respective associates or affiliates, has any material interest, direct or indirect, by way of beneficial ownership of securities or otherwise, in any matter currently known to be acted on at the Meeting, other than with respect to the exercise of warrants resulting in the creation of a control person under TSXV rules, amendments to the Articles of the Company to allow shareholders to set the number of directors of the Company, and the removal and election of directors. ZenaTech owns (i) 25,779,437 common shares of the Company, representing approximately 19.72% of the issued and outstanding shares of the Company on a non-diluted basis, and (ii) warrants to acquire approximately 15,000,000 common shares of the Company, representing 10.29% of the outstanding shares of the Company on a partially diluted basis. ZenaTech has agreed to a blocker restricting the exercise of any Warrants that would result in it owning more than 19.9% of the outstanding Common Shares until disinterested shareholder approval is obtained from the Company's shareholders to create a new control person.

Dr. Passley is a director, officer and an insider of ZenaTech. As a result, Dr. Passley may be deemed to be the beneficial owner of the shares of the Company owned by the ZenaTech; however, Dr. Passley disclaims beneficial ownership over such shares as the right to vote and to dispose of such shares of the Company is held by the board of directors of the ZenaTech.

ZenaTech is not acting jointly or in concert with any person in connection with the matters contemplated hereby.

The registered address of the Company is located at 1200 – 750 West Pender Street, Vancouver, BC V6C 2T8 and its head office is located at 10050 N. Wolfe Rd., Suite# SW1-276, Cupertino, California, 95014 USA. A copy of this press release may be obtained on the Company's SEDAR+ profile at www.sedarplus.ca

The Nominating Shareholder is resident in British Columbia, Canada and its head office address is at Suite 1460, 777 Hornby Street, Vancouver, BC V6Z 1S4.

A copy of this document has been filed on Sedar+ under the Company's profile.

About ZenaTech

ZenaTech, Inc. (NASDAQ: ZENA) (FSE: 49Q) (BMV: ZENA) is a technology company that specializes in AI autonomy drone platforms to transform industrial, government, and defense sectors. Its subsidiaries include drone manufacturing through ZenaDrone, a global Drone as a Service (DaaS) business, and a separate enterprise SaaS division of multiple software brands. The Company is executing an acquisition-led DaaS roll-up strategy to digitize and automate legacy service industries like land surveys and inspections, driving drone-based scalable, recurring revenue growth. With an operating footprint spanning North America, Europe, the Middle East, and Asia, ZenaTech is advancing AI drones for agriculture and logistics, as well as ISR, cargo, and counter-UAS applications for U.S. defense and NATO allies. The Company is investing in next-generation technologies, including drone swarms, quantum computing, and advanced AI autonomy to capture long-term opportunities in key markets through its R&D initiatives.

About ZenaDrone

ZenaDrone, a subsidiary of ZenaTech, develops and manufactures AI-powered multifunction autonomous drone solutions integrating machine learning, predictive analytics, and advanced computing technologies for government, defense, and industrial applications. This includes multifunctional drones for surveying, inspections, logistics, security, and defense applications. Its product portfolio under development includes the ZenaDrone 1000 for ISR defense and specialized cargo, the IQ Nano for indoor inventory management and security, the IQ Square for outdoor inspections and maintenance, the IQ Quad for land surveying, and the IQ Aqua for underwater applications. ZenaDrone operates three global manufacturing facilities in Arizona, Dubai, and Taiwan, and is advancing counter-UAS maritime interceptor drones and an integrated defense system.

Safe Harbor

This press release and related comments by management of ZenaTech, Inc. include "forward-looking statements" within the meaning of U.S. federal securities laws and applicable Canadian securities laws. These forward-looking statements are subject to the safe harbor provisions under the Private Securities Litigation Reform Act of 1995. This forward-looking information relates to future events or future performance of ZenaTech and reflects management's expectations and projections regarding ZenaTech's growth, results of operations, performance, and business prospects and opportunities, including its planned franchise business strategy for drone-based power washing described above, which is in the planning stage and subject to change. Such forward-looking statements reflect management's current beliefs and are based on information currently available to management. In some cases, forward-looking information can be identified by terminology such as "may", "will", "should", "expect", "plan", "anticipate", "aim", "seek", "is/are likely to", "believe", "estimate", "predict", "potential", "continue" or the negative of these terms or other comparable terminology intended to identify forward-looking statements. Forward-looking information in this document includes, but is not limited to, ZenaTech's expectations regarding its revenue, expenses, production, operations, costs, cash flows, and future growth; its ability to develop and finalize a franchise business strategy and operations manual for drone-based power washing services and to execute on that strategy in the States in which it operates and nationally as currently contemplated; expectations with respect to future production costs and capacity; ZenaTech's ability to deliver products to the market as currently contemplated, including its drone products such as the ZenaDrone 1000, IQ Square, and IQ Nano; ZenaTech's ability to develop products for markets as currently contemplated; ZenaTech's anticipated cash needs and its needs for additional financing, including to make acquisitions; ZenaTech's intention to grow its business and its operations and execution risk, including with respect to acquisitions made; expectations with respect to future operations and costs; the volatility of stock prices and market conditions in the industries in which ZenaTech operates; political, economic, environmental, tax, security, and other risks associated with operating in emerging markets; regulatory risks; unfavorable publicity or consumer perception; difficulty in forecasting industry trends; the ability to hire key personnel; the competitive conditions of the industry and the competitive and business strategies of ZenaTech; ZenaTech's expected business objectives for the next twelve months; ZenaTech's ability to obtain additional funds through the sale of equity or debt commitments, including to fund acquisitions; investment capital and market share; the ability to complete and fund any contemplated acquisitions or franchise agreements; changes in the target markets; market uncertainty; ability to access additional capital, including through the listing of its securities in various jurisdictions; management of growth (plans and timing for expansion); patent infringement; litigation; applicable laws, regulations, and any amendments affecting the business of ZenaTech and other related risks and uncertainties disclosed under the heading "Risk Factors" in the Company's Form F-3, Form 20-F and other filings filed with the United States Securities and Exchange Commission (the "SEC") on EDGAR through the SEC's website at www.sec.gov. The Company undertakes no obligation to update forward-looking information except as required by applicable law. Such forward-looking information represents management's best judgment based on information currently available. No forward-looking statement can be guaranteed and actual future results may vary materially. Accordingly, readers are advised not to place undue reliance on forward-looking statements or information.

To view the source version of this press release, please visit https://www.newsfilecorp.com/release/320065

Source: ZenaTech, Inc.